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From diversity comes strength

Black Economic

Empowerment

at

BIDVESTNovember 2003

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Many of our businesses are directly empowering the communities they serve

Group organogram

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To sustain the political transformation South Africa requires economictransformation

BEE is a national, business and socio-economic imperative for South Africa

Empowerment should not be determined by percentages. It should bemeasured on the rand value of projects and wealth created, educationalinitiatives and skills development

Bidvests BEE strategy will reflect the underlying Bidvest philosophy ofretaining 100% ownership of subsidiaries and 100% control of cash flow to

drive future growth

Bidvests BEE strategy will deliver true BEE influence in line with TheDepartment of Trade and Industry (DTI) Strategy for broad-based economicempowerment and its associated BEE bill, and the BEE scorecard

Bidvest rationale and philosophy for BEE

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Considerable emphasis on educational initiatives and skills developmentover the years

First empowerment shareholding in Bidvest taken up in 1996

Women Investment Portfolio Holdings (5%) Worldwide African Investment Holdings (5%)

Also significant investment through joint ventures and direct equitystakes was undertaken at divisional level

Prior to this 2003 BEE equity transaction Bidvest estimated theenterprise value of the BEE businesses within Bidvest atR500million

Bidvest is one of only three South African companies selected as acomponent member of the Dow Jones Sustainability World Index 2004

Bidvests BEE initiatives

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2003 BEE transaction valued at R2,1 billion

Dinatla Investment Holdings, a broad-based BEE consortium, tobecome a 15% shareholder in Bidvest

Board restructuring to reflect Dinatla initiative

Bidvest Charter (enterprise based)

Ongoing and Proposed Initiatives Employment Equity Skills Development Corporate Social Investment (CSI) Initiatives Affirmative Procurement The Bidvest Dinatla Trust

These initiatives allow for a broad-based and representative empowerment

grouping to share and have inf luence in the mainstream economy and in the

future of Bidvest, both in South Africa and internationally. Br ian Joffe

Bidvests Dinatla initiative

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Dinatla Investment Holdings is a broad-based black empowermentconsortium comprising a number of national and regional organisations

Majority shareholders who already have a long standing BEE relationshipwith Bidvest:

WDB Investment Holdings is a subsidiary of the WDB Trust Bassap Investments

Regional representation includes: Nandi Heritage House KwaZulu-Natal Ukuvula Investments Eastern Cape Jalang Investment Gauteng Culca Investments Free State Silverknight Properties 50 Northern Cape Tlhware Trading Northwest Province Still to be nominated Mpumalanga New Heights 269 Limpopo

The Bidvest Dinatla Trust

Bidvests Dinatla initiative

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Dinatla Investment Holdings to become a 15% shareholder

BEE consortium to take up 45 000 000 shares (15%) equity stake in Bidvestsingle

largest shareholderworth approximately R2,1 billion

Shareholding at holding company level and inclusive of both local and international assets

Delivers massive BEE influence

Voting rights acquired, together with shares, and commence on implementation

Payment for shares will be made in October 2006amount payable will be the market

price but subject to a minimum of R42 and a maximum of R60 per share

Dinatla has the right to early settlement at any time

No encumbrance on Bidvestsbalance sheet

A new company, BidBEE, will be established and its securities listed on the JSE to own,

manage and distribute the consideration

Shareholders passed the transaction at a scheme meeting on November 10 2003

Subjectto Court approvalimplementation on December 8 2003

The Dinatla initiative

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BidBEE units

listed on JSE100%

15%

Dinatla

BEE

Shareholders

Bidvest

BidBEE

The

Vendors

Distributions

Specifieddistributions

Call option for 5%

Dinatlaobligation

Our innovative and unique initiatives will position Bidvest for participation in

private and public opportuni ties providing us with an additional platform for

growth in the future. - Brian Joffe

Unique features of transaction

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BEE shareholding across Bidvest

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90,8%

9,2%

-

100,0%

11,5%

30,1%

23,5%

6,6%

77,2%

7,8%

15,0%

100,0%

9,8%

40,5%

34,9%

5,6%

Shareholder Register as at 30 June 2003

Pension funds, insurancecompanies, unit and investmenttrusts, and other managed funds

Private investors

Dinatla Investment Holdings

Total:

Of that:

Foreign registered funds

Empowerment Institutions

Additional shares under control of

BEE asset managers

Before: On implementationof Dinatla initiative:

Bidvest BEE effective shareholding

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Bidvest Board

Dinatla to appoint several directors to the Bidvest Board

Further Board restructuring to follow

New Bidvest Executives Muriel DubeAppointed to the Bidvest Board as Commercial Director

Lionel Jacobs of Bassap Investments (a core shareholder in Dinatla)

Appointed to the Bidvest BoardCommercial Director, Bidserv

Thembi Kunene Commercial Director, Bidfreight and Bidfreight Terminals anExecutive Director of Safcor Panalpina

Lesibana LedwabaFinancial Director, Rennies Travel

Our BEE partners will add real value to the everyday business of

Bidvest as well as help us implement BEE transformation. Brian Joffe

Bidvest and divisional board appointments

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First of its kindenterprise-based charter

Reflects the requirements of the DTI Scorecard

Will be the framework for the Groups continuing transformation

Objectives include

Active BEE participation through employment equity at

executive, divisional and operational level

Skills development

Affirmative procurement

Recruitment of personnel Enterprise development

Building BEE supplier capacity

Im hoping that, with our empowerment partners, Bidvest will become an

inf luential empowerment group, assisting the historically disadvantaged to have

influence in the mainstream economy. Br ian Joffe

Bidvest Charter

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Numerous initiatives implemented at divisional level Decentralised approach allows initiatives to address the specific

needs and opportunities available within each division

Legal compliance by all business units

Comprehensive sustainability and BEE report to be compiled tomonitor ongoing initiatives across the Groupdue November2003

Targets will be incorporated into the Bidvest Charter

Ongoing and proposed initiatives

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Bidvest is above the national average for Employment Equity

Between October 2001 and October 2002 total staff complementgrew by 20,62%. The majority of new staff were black males(an increase of 33%) and black females (an increase of 15%)

Employment equity

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Bidvest is committed to training and developing its staff

Training for black males and females doubled between 2000 and 2002

Training may be associated with movement to junior managementpositions

Training costs in 2003 amounted to R37,2 million

Skills development

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These initiatives are undertaken at the discretion of divisions basedon their understanding of the needs of the community in whichthey operate

To the value of R11,4 million in 2003

EducationalBack to School rebate projectCIDA City CampusCrown National Adult Aducation ProgrammeHill High School Adult Education ProgrammeRally to ReadReach and TeachSafcor Panalpina education bursaries

Steiner Hygiene Educational Roadshow

EmploymentThe Business TrustCotac Bridging ProgrammeRennies Travel Internship ProgrammeSasko Sally Thola Baking Training Centre

Financial SupportAvril Elizabeth HomeGive Kids the WorldNamsov Community TrustNelson Mandela Children's FundOutreach ProgramReach for the HandSAPS Hillbrow Children Project

Youth are our Future

Health, Environmental and OtherCentre for the Rehabilitation of Wildlife (CROW)Good Luck FoodsMasithwalisani Methodist (HIV/AIDS Single Mothers)Nurturing Orphans of Aids for Humanity (NOAH)Queen Noti Clinic, Tsolo

Topsy Foundation (AIDS orphans)

Corporate Social Investment

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Bidvests procurement in South Africa is estimated at R30 billion

Targets are being set in accordance with the DTI scorecard

Should only 10% of Bidvests procurement in South Africa be targeted to bespent with affirmative suppliers, this would amount to R3 billion per annum

Preferential procurement

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Has been founded to serve the educational and social needs of Bidvestemployees, their dependents and their communities

The Trust will have a strong HDI focus

Initiatives may include, but will not be limited to: skills developmentprogrammes, educational support, family support programmes, healthinterventions and Bidvest community development

Bidvest will provide initial funding of R1 million per annum to facilitate Trustinitiatives until the Trust itself is income producing

We want to facilitate the ongoing development of employee skills and

participation in value creation across the Group. Brian Joffe

The Bidvest Dinatla Trust

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The R2,8 billion Bidvest/Dinatla Black Bconomic Empowerment deal was unique and a cleverlydone arrangement, - Mike Lawrenson, Coronation Fund Managers

We support the deal and our view is that although theres a cost to shareholders...we believe thebenefit of the deal exceeds the cost because it positions Bidvest as an empowered company, the

potential upside is much, much greater than the cost of the deal.

Alan Miller, Chief Executive, Stanlib Asset Managers

Were happy that the black empowerment consortium is a well structured organisation and thatthere will be a substantial number of people benefiting. Bidvest could also benefit from being oneof the first big industrial groups, whose interests cross a wide spectrum of the economy, to do a

significant empowerment transaction at group level,

Rob Forsyth, Investec

On implementation of the Dinatla transaction Bidvest will be well placed in all areas outlined in theDTI Scorecard, - Brian Joffe

We once again commend you on your deal and wish to state upfront that Sanlam InvestmentManagement (SIM) is fully supportive of and committed to Black Economic Empowerment, Johan

van der Merwe, Chief Executive Officer, SIM

Bidvest BEE